LiveOne, Inc. — Director's Dealing 2018

Apr 24, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LiveXLive Media, Inc. (LIVX)
CIK: 0001491419
Period of Report: 2018-04-13

Reporting Person: Zemetra Michael Leonard (CFO and EVP)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.001 par value	250000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$3.83	2028-04-13	Common Stock (250000)		Direct

Footnotes

F1: Represents Restricted Stock Units (the "RSUs").

F2: 156,250 of the RSUs (the "First RSUs Tranche") shall vest on June 30, 2019 (the "Initial Vesting Date") and the remainder of 93,750 of the RSUs (the "Second RSUs Tranche") shall vest upon each of the first three quarterly anniversaries of the Initial Vesting Date with the last third vesting date being the two-year anniversary of April 13, 2018 (each a "Subsequent Vesting Date" and together with the Initial Vesting Date, each a "Vesting Date"), subject to the Reporting Person's continued employment with the Issuer through the applicable Vesting Date and subject to earlier vesting upon a Change of Control (as defined in the Reporting Person's Employment Agreement, dated as of April 13, 2018 (the "Employment Agreement")) and other conditions as set forth in the Employment Agreement. Each vested RSU may be settled by delivery to the Reporting Person of one share of the Issuer's common stock on the first to occur of: (i) the date of a Change of Control, (continued to Footnote 3)

F3: (continued from Footnote 2) (ii) the date that is ten business days following the expiration of the Lock-up Period, (iii) the date of the Reporting Person's death, provided such event occurs after the expiration of the Lock-up Period, and (iv) the date of the Reporting Person's disability, provided such event occurs after the expiration of the Lock-up Period (in any case, the "Settlement Date"). The Issuer's board of directors, in its sole discretion, will determine in accordance with the terms and conditions of the 2016 Plan (as defined below) the form of payout of the RSUs (cash or stock), subject to the terms of the Employment Agreement. The "Lock-up Period" means (i) with respect to the First RSUs Tranche, the period ending on June 30, 2019, and (ii) with respect to the Second RSUs Tranche, the period ending on the earlier of: (x) one year after the Subsequent Vesting Date applicable to the Second RSUs Tranche, or (y) the second anniversary of April 13, 2018 (the "Effective Date").

F4: 1/8th of these options shall vest every three months following the Effective Date, provided, that on each such vesting date the Reporting Person is employed by the Issuer and subject to the other provisions of the Employment Agreement. The vested options shall be exercisable until at least the later of (i) three months following any termination of the Employment Agreement and (ii) the date that is ten business days following the expiration of the Lock-up Period, but in all events no later than the end of the applicable term for such award.

F5: These options expire 10 years from the Effective Date, unless terminated sooner in accordance with the Issuer's 2016 Equity Incentive Plan (the "2016 Plan") and the Employment Agreement.